RESERVED DECISIONS Clause Samples
The RESERVED DECISIONS clause defines specific matters or decisions that are withheld from general management or operational control and instead require approval from a designated authority, such as a board of directors or a majority of stakeholders. In practice, this clause typically lists actions like approving budgets, entering into major contracts, or making significant changes to company structure, which cannot be undertaken without higher-level consent. Its core function is to ensure that critical or high-impact decisions are subject to additional oversight, thereby protecting the interests of key stakeholders and maintaining proper governance.
RESERVED DECISIONS. Decisions of the Board under sub-clauses (a), (f), (m)(if not a pro rata issue and not an issue falling under Clause 6.4(h)), and (n) of Clause 6.4 shall be referred to as "Reserved Decisions". In the event of the Board being unable to agree on any Reserved Decision within seven (7) days of the Board meeting, the following procedures shall apply:
(a) A summary of the facts surrounding the disputed Reserved Decision shall be sent by the Company to one of the Directors nominated by each of the Shareholders, or in the case of KMFL and KMIL, the KMFL Director ("Concerned Directors");
(b) Within seven (7) days of the receipt of such summary, the Concerned Directors shall meet and discuss the disputed Reserved Decision and shall take all steps to reach a consensus acceptable to the Shareholders; If the Concerned Directors are unable to reach a consensus in the manner set forth in sub-clause (b) above within a further period of fourteen (14) days, then the matter shall be referred back to the Board where a simple majority shall be all that is required to decide the matter provided that if the Reserved Decision involves a decision of the Board falling under Clause 6.4(a) and the Concerned Directors are not able to resolve the issue within 7 days of a board meeting at which such matter is considered then the relevant business plan shall be forwarded to the Company's auditors, who shall review such business plan. The auditors sole task shall be to determine whether, in their opinion, the said business plan is reasonable or unreasonable, taking into account the prevailing commercial factors and market conditions. In the event that the auditors determine the business plan is reasonable then the matter shall be referred back to the Board where a simple majority shall be all that is required to approve such business plan. Any business plan determined by the auditors to be unreasonable shall be amended and resubmitted to the Board in accordance with the procedures set out in Clauses 6.4 and 6.5.
RESERVED DECISIONS. 4.4.1 Certain decisions in relation to the Joint Arrangements shall not be delegated to the JC or to the JAIC but shall be reserved to each Authority (“Reserved Decisions”). Reserved Decisions shall include:
4.4.1.1 the structure of the joint management team
4.4.1.2 the entering into of any additional Joint Arrangements
4.4.1.3 considering requests from any additional authorities to join the Joint Arrangements
4.4.2 Each Authority shall take into account any recommendation and views of the JC and/or the JAIC as appropriate when making Reserved Decisions.
RESERVED DECISIONS. Provided HTIL and any of its associated companies , in aggregate is the largest single shareholder, and directly or indirectlyhold at least 40% of the issued share capital of HoldCo, decisions under clause (i), (vi), (ix) and (xi) will be treated as Reserved Decisions ("Reserved Decisions"). If the Directors cannot agree on any of the Reserved Decisions within seven (7) days of the Board meeting, the following procedures shall apply: Within seven (7) days of the receipt of such summary, the Concerned Directors shall meet and discuss the disputed Reserved Decision and shall take all steps and to reach a consensus acceptable to the Shareholders; If the Concerned Directors are unable to reach a consensus in the manner set forth in sub-clause (b) above within a further period of fourteen (14) days, then the matter shall be referred to the Managing Director/ General Manager of each Shareholder who shall meet and discuss the disputed Reserved Decision and shall take all steps and to reach a consensus; In the event that a consensus can still not be reached within 10 days of the matter being referred to the Managing Director/ General Manager of each Shareholder then the matter will be referred back to the Board where: (1) in respect of Reserved Decisions arising under clause (i), each of the shareholders shall procure that its appointed directors vote on the resolution to give effect to HTIL's direction; and (2) in respect of Reserved Decisions arising under clause (vi), (ix) and (xi), consent of all directors representing shareholders holding more than 10% of the issued share capital of HoldCo, will be required to pass a resolution on the decision
RESERVED DECISIONS. Notwithstanding anything else express or implied in this Agreement:
(i) A Party shall not be entitled to compel through a final decision under and in accordance with Section 2.4(a), allocation of the other Party’s personnel or require actions of the other Party, other than funding in accordance with this Agreement, without the consent of the other Party, which such other Party may withhold in its sole discretion.
(ii) The Initial Overall Plan shall only be changed by mutual written agreement of the Parties, and may not be changed by a final decision of any Party or through dispute resolution in accordance with Article 14, except solely and exclusively as and to the extent stated in 3.1(a)(iii) regarding FDA-, EMEA-, or MHW-mandated Development. A Party may withhold its consent to changes to the Initial Overall Plan in such Party’s sole discretion, except solely and exclusively as and to the extent stated in 3.1(a)(iii).
(iii) Any Subsequent Overall Plan for any Subsequent Indication shall only be approved by mutual written agreement of the Parties, which agreement a Party may withhold in its sole discretion, and shall not be approved by a final decision of any Party or through dispute resolution in accordance with Article 14.
(iv) Without limiting Section 2.4(c)(ii) regarding the Initial Overall Plan, any Overall Plan shall only be changed by mutual written agreement of the Parties, and may not be changed by a final decision of any Party or through dispute resolution in accordance with Article 14, except solely and exclusively as and to the extent stated in 3.1(a)(iii). A Party may withhold its consent to changes to any Overall Plan in such Party’s sole discretion, except solely and exclusively as and to the extent stated in 3.1(a)(iii).